During adrenocortical cell differentiation changes occur in the smooth endoplasmic reticulum (SER), mitochondria and peroxisomes (Black, '72; Black and Bogart, '73) which can be correlated with the acquisition of steroidogenic capability. The SER proliferates and assumes complex configuration, mitochondria acquire characteristic shape and cristae morphology, and small peroxisomes connected to the SER increase in number. SER and mitochondria possess most of the enzymes involved in steroid biosynthesis and steroids must shuttle between mitochondria and SER as they traverse the biosynthetic pathway. The organization of enzymes on the membranes of these organelles and the intermembrane relationships which must determine the flow of steroids have not been studied in detail. Peroxisomes are interconnected with the SER, but their role in steroid metabolism is unclear. The major purposes of this study are five fold: 1) Determine by freeze-fracture and biochemical methods if there are sites of functional specialization in the SER. 2) Establish the route followed by steroids shuttling between SER and mitochondria. 3) Locate enzyme complexes in mitochondrial membranes. 4) Establish the function of the relationship between peroxisomes and SER. 5) Develop an in vitro system utilizing adrenocortical cells which will allow correlations to be made under controlled conditions between structural modifications and functional changes.